Terms of Use

PLEASE READ THE FOLLOWING TERMS CAREFULLY BECAUSE, BY ACCESSING LEADCOOKER.COM OR DOWNLOADING, INSTALLING AND USING SERVICES AVAILABLE ON LEADCOOKER.COM, YOU ACCEPT AND AGREE TO THEM. PLEASE ALSO READ OUR PRIVACY POLICY TO LEARN HOW WE COLLECT AND USE INFORMATION.

Welcome to LeadCooker!

These LeadCooker Service Terms (these “Terms”) explain the relationship between LeadCooker, Inc. (“LeadCooker”, “we” or “us”) and you when you (i) access and use LeadCooker.com and its related domains (together, the “Site”) and/or (ii) download, install, use and in some cases purchase LeadCooker’s proprietary email software applications (including all related documentation, updates, and upgrades) and any other services offered through the Site (the “LeadCooker Services”).

These Terms govern visitors’ access to and use of the public areas of the Site, as well as access to and use of the LeadCooker Services. Unless otherwise indicated, “LeadCooker Services” as used throughout these Terms includes the public areas and the LeadCooker Services. For the purposes of these Terms, “you” or “your” refers to you as a visitor to or registered user of the LeadCooker Services.

THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM AN AGREEMENT BETWEEN YOU AND LEADCOOKER. BY USING THE LEADCOOKER SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE LEADCOOKER SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND LEADCOOKER AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

1. License Grant

The LeadCooker Services are owned by LeadCooker and are licensed, not sold, to you. LeadCooker grants to you a personal, non-exclusive, nontransferable, limited license (without the right to sublicense) to access and use the Site and to access, download, install and use the LeadCooker Services subject to the limitations set forth in these Terms, any relevant purchase order or ordering document related to the LeadCooker Services (“Order Form”) and any and all other terms and policies set forth in the LeadCooker Services. You acknowledge that the source code for the LeadCooker Services and other trade secrets embodied in the LeadCooker Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by LeadCooker.

2. Use of LeadCooker services

2.1. Registration

Unless you are visiting only the public areas of the Site, you are required to register and create an account to use the LeadCooker Services (“Account”). You agree that you will maintain and update your registration and account information to ensure it is current, complete and accurate and that we have the right to terminate your Account and use of the LeadCooker Service if you provide untrue, incomplete or inaccurate information.

2.2. Your responsibilities

You are responsible for providing the equipment and services that you need to access, download, install and use the LeadCooker Services. LeadCooker does not guarantee that the LeadCooker Services are accessible on any particular equipment or device or with any particular software or service plan.

You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account with any other person.

You will use the LeadCooker Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the LeadCooker Services. You agree that you will not use the LeadCooker Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the LeadCooker Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.

If you use the LeadCooker Services on your mobile device, you are solely responsible for all message and data fees charged by your wireless service provider. Please contact your mobile service provider for pricing plans and details. LeadCooker is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider.

Except as specifically permitted in these Terms or expressly authorized in writing by LeadCooker, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the LeadCooker Services; (b) use any of the LeadCooker Services in any service bureau arrangement; (c) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the LeadCooker Services; or (d) permit any third party to engage in any of the acts described in clauses (a) through (c).

You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the LeadCooker Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the LeadCooker Services; (y) use any means to discover the source code of the LeadCooker Services or to discover the trade secrets in the LeadCooker Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the LeadCooker Services.

You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the LeadCooker Services.

2.3. Our responsibilities

LeadCooker is responsible for providing the LeadCooker Services in accordance with these Terms and all applicable laws, rules and regulations.

We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the LeadCooker Services (including Your Content as defined in Section 3 below).

LeadCooker reserves the right but is not obligated to improve, enhance or modify the LeadCooker Services. We will notify you in advance of changes to the LeadCooker Services that may significantly adversely affect the manner in which you use the LeadCooker Services or the manner in which the LeadCooker Services perform.

LeadCooker is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, Software, services and other materials of third parties with which you may interact when you use the LeadCooker Services (collectively, “Other Services”).

YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.

2.4. Availability

We use commercially reasonable efforts to make the LeadCooker Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, unscheduled downtime and/or any cause beyond our reasonable control (including without limitation nature disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).

2.5. Limitations

LeadCooker Services are subject to other limitations, such as limits on the amount of email tracking, as specified within the LeadCooker Services or the applicable Order Form(s).

3. Your content

The LeadCooker Services allow you to upload, transmit and use information and other content to and through the LeadCooker Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content. You understand that LeadCooker will use Your Content to provide the LeadCooker Services to you. You have or will obtain all rights necessary to provide Your Content to LeadCooker and you hereby grant LeadCooker a worldwide license to use, reproduce, transmit, display and adapt your Content as necessary for LeadCooker to provide the LeadCooker Services to you in accordance with these Terms.

Without limiting the terms of our Privacy Policy, you understand that we do not guarantee that your use of the LeadCooker Services and/or Your Content will be private or secure and we are not responsible or liable to you for any lack of privacy or security that you may experience. Information collected by your internet or mobile service provider and other third parties is used, stored, transferred and disclosed pursuant to your internet or mobile service provider’s or the third party’s terms, policies and practices.

We encourage you to carefully consider disclosure of any information that might be accessible to others. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the LeadCooker Services.

4. Paid LeadCooker Service

LeadCooker offers LeadCooker Services for a fee (“Paid LeadCooker Service). The Paid LeadCooker Service provides you packages as described at www.LeadCooker.com/pricing (“Pricing”). LeadCooker reserves the right to change the Pricing upon thirty (30) days advanced notice to paying customers.

LeadCooker does not store, process or transmit any of your credit card data but relies entirely on Paypal Inc, to handle these functions.

Your Paid LeadCooker Service will not be activated until your trial period is over. Payments are due in accordance with the Pricing every thirty (30) days in advance. Monthly fees are automatically charged to the credit card that you provided when you registered for the Paid LeadCooker Service. To cancel the Paid LeadCooker Service, visit your Billing page and click the ‘Delete account’ link. We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.

If payment in full of any amount owed to LeadCooker under these Terms is not received by LeadCooker within thirty (30) days after such payment has become due, LeadCooker has rights to delete all your data. If any payment due LeadCooker is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.

5. Warranties

We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the LeadCooker Services.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE LEADCOOKER SERVICES ARE SUPPLIED TO YOU ON AN “AS IS” BASIS AND THAT USE OF THE LEADCOOKER SERVICES IS AT YOUR SOLE RISK. LEADCOOKER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE LEADCOOKER SERVICES AND THE USE, PERFORMANCE, OPERATION AND SUPPORT THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, ACCURACY, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. LEADCOOKER DOES NOT WARRANT THAT (A) THE LEADCOOKER SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE LEADCOOKER SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE LEADCOOKER SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, (D) DEFECTS IN THE LEADCOOKER SERVICES WILL BE CORRECTED OR (E) THAT THE LEADCOOKER SERVICES WILL BE AVAILABLE FOR REINSTALLS ON THE SAME OR MULTIPLE DEVICES. ANY ORAL OR WRITTEN ADVICE PROVIDED BY LEADCOOKER OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability

LEADCOOKER’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE LEADCOOKER SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL LEADCOOKER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.

IN NO EVENT WILL LEADCOOKER BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE LEADCOOKER SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF LEADCOOKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that LeadCooker would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.

7. Ownership

The LeadCooker Services, including the “look and feel” (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that LeadCooker owns all right, title and interest in and to the LeadCooker Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of LeadCooker’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the LeadCooker Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to LeadCooker by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by LeadCooker or otherwise relating to the LeadCooker Services (collectively, “Revisions”), are and will remain the property of LeadCooker. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the LeadCooker Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of LeadCooker and LeadCooker may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to LeadCooker any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by LeadCooker, you will execute any document, registration or filing required to give effect to the foregoing assignment.

8. Indemnification

You agree to indemnify and defend LeadCooker and its affiliates, directors, officers, employees and agents from and against all Claims brought against LeadCooker by any third party arising from your use of the LeadCooker Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. LeadCooker reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of LeadCooker may be made without LeadCooker’s prior written approval.

9. Modifications to Terms

We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the LeadCooker Services after the “Last Revised” date at the top of this page. Your continued access or use of the LeadCooker Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.

10. Termination

These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the LeadCooker Services and will destroy any copy (full or partial) of any and all parts of the LeadCooker Services in your possession or control. Termination will not limit any of LeadCooker’s other rights or remedies at law or in equity. This Section 11 along with Sections 6, 7, 8 and 15 will survive any termination or expiration of these Terms.

11. Export Laws

You agree that you will not export or re-export, directly or indirectly, the LeadCooker Services and/or other information or materials provided by LeadCooker hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense, with all applicable United States export laws and regulations.

12. U.S. Government Restricted Rights

The LeadCooker Services are “commercial computer software” and “commercial computer software documentation” as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the LeadCooker Services by or on behalf of the U.S. Government is subject to restrictions as set forth in these Terms.

13. Taxes

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the LeadCooker Services by any authority.

14. Remedies

You agree that a breach or a threatened breach of these Terms will cause injury to LeadCooker for which money damages will not provide an adequate remedy and LeadCooker will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

To file a complaint regarding the website or to receive further information regarding use of the website, send a letter to the above address or contact LeadCooker via e-mail (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 541 Jefferson Ave., Suite 100, Redwood City, CA 94083.

16. Miscellaneous

These Terms may not be modified except by a writing executed by the duly authorized representatives of LeadCooker. No other act, document, usage or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by LeadCooker but you may not assign them without the prior express written consent of LeadCooker. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein are for convenience only. These Terms are governed by and construed and enforced in accordance with the internal laws of Delaware, without giving effect to the principles of conflicts of laws of such state, and is binding upon the parties hereto in the United States and worldwide. You and LeadCooker agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms. Any claim arising out of these Terms, the LeadCooker Services must be brought within one (1) year of the date on which the claim arose. These Terms, together with our Privacy Policy, contain the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.

17. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by theFederal Trade Commission Act,Fair Credit Reporting Act,Equal Credit Opportunity Act,Children’s Online Privacy Protection Act, or other laws that apply to commerce.

If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or distribute Campaigns or other Content through the Service to anyone located in the EEA (each such Member an “EEA Member”)in creating your Campaign distribution list, sending Campaigns via the Service, and/or otherwise collecting information as a result of creating or sending Campaigns, you represent and warrant to LeadCooker that:

You have read and accepted LeadCooker GDPR agreement

You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to LeadCooker and to enable such data to be lawfully collected, processed, and shared by LeadCooker for the purposes of providing the Service or as otherwise directed by you.

You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.

You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable LeadCooker to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service.

In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach.

Please, direct questions regarding these Terms to team@leadcooker.com with “Terms of Service” in the subject line.